In the announcement, Photo-Me‘s Board says that the EGM requisition is not in the Company’s best interests and is unnecessary:
„The Board is striving to manage PMI’s business in the interests of maximizing value for all of PMI’s shareholders. It believes that there is a sufficient level of interest for the Vending Division disposal process to move to its next phase and that a disposal would permit the return to shareholders of a significant amount of capital.
The EGM requisition, if not shortly withdrawn, is likely to jeopardize the Vending Division disposal process and would be extremely disruptive and harmful to the operational management of PMI’s business and to PMI’s employees.
Any disposal of the Vending Division would be subject to shareholder approval.
As Cycladic and Principle Capital are aware, an AGM has already been convened for 17 October 2007, including a resolution for the re-election of Vernon Sankey as a Director.
Cycladic and Principle Capital are aware that, being aged 65, Serge Crasnianski proposes to retire in the next few months. The appointment of his successor as Chief Executive Officer needs to reflect whether or not the Group then includes the Vending Division, and whilst the search for a successor has been ongoing for some time, with a recruitment company appointed in May 2007, the Board had intended that the process would be scheduled in order to provide an orderly introduction and hand-over of responsibilities when the future shape of the Group was clear.
The Board, however, notes the statement by Cycladic and Principle Capital that the making of their requisition also had the support of holders of, in
aggregate, a substantial proportion of PMI’s shares. Accordingly, with a view to agreeing an early solution and reducing damaging uncertainty, the Board makes the following proposals, which it will be discussing with its principal
shareholders, including Cycladic and Principle Capital:
– Vernon Sankey will not seek re-election as a Director at the AGM on 17 October 2007;
– Serge Crasnianski formally announces his intention to retire and will step down as Chief Executive Officer and as a Director as soon as the Vending Division disposal process reaches a conclusion and a successor is in place;
– a Committee of the Board, under the leadership of Roger Partington and including all the Independent Directors, will select a new Chairman and a new Chief Executive Officer; and
– a Committee of the Board, under the leadership of David Young and including all the Independent Directors, will oversee the Strategic Review process in the interim.
On the above basis, the PMI Board unanimously believes that Cycladic and Principle Capital should withdraw their EGM requisition, in the interests of all of PMI shareholders and specifically in order to allow the Board to focus its efforts on its succession planning and strategic review initiatives.“